exhibit47-txmobilex6thsu






                                                                    Exhibit 4.7                         SIXTH SUPPLEMENTAL INDENTURE         SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”), dated  as of May 7, 2020, among T-Mobile USA, Inc. (the “Issuer”), the entities listed on Schedule I  hereto (the “New Guarantors”), the existing guarantors signatory hereto (the “Existing  Guarantors”) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) under the  Indenture referred to below.                                 W I T N E S S E T H:         WHEREAS, the Issuer is party to the Indenture, dated as of April 9, 2020 (the “Base  Indenture”) among the Issuer, T-Mobile US, Inc., a Delaware corporation, as a guarantor, and  the Trustee, as amended and supplemented (a) with respect to the Issuer’s 3.500% Senior  Secured Notes due 2025 by the First Supplemental Indenture dated as of April 9, 2020, (b) with  respect to the Issuer’s 3.750% Senior Secured Notes due 2027 by the Second Supplemental  Indenture dated as of April 9, 2020, (c) with respect to the Issuer’s 3.875% Senior Secured Notes  due 2030 by the Third Supplemental Indenture dated as of April 9, 2020, (d) with respect to the  Issuer’s 4.375% Senior Secured Notes due 2040 by the Fourth Supplemental Indenture dated as  of April 9, 2020 and (e) with respect to the Issuer’s 4.500% Senior Secured Notes due 2050 by  the Fifth Supplemental Indenture dated as of April 9, 2020 (the Base Indenture as so amended  and supplemented, the “Indenture”);         WHEREAS, Section 4.09 of the Indenture provides that under certain circumstances the  Issuer is required to cause the New Guarantors to execute and deliver to the Trustee a  supplemental indenture pursuant to which each of the New Guarantors shall become a Guarantor  of the applicable Notes on the terms and conditions set forth herein; and         WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Issuer, the  Existing Guarantors and the New Guarantors are authorized to execute and deliver this Sixth  Supplemental Indenture.         NOW THEREFORE, in consideration of the foregoing and for other good and valuable  consideration, the receipt of which is hereby acknowledged, the Issuer, the New Guarantors, the  Existing Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders  of the applicable Notes as follows:         1.    Defined Terms. As used in this Sixth Supplemental Indenture, capitalized terms  used but not defined herein shall have the meaning set forth in the Indenture. The words  “herein,” “hereof” and “hereby” and other words of similar import used in this Sixth  Supplemental Indenture refer to this Sixth Supplemental Indenture as a whole and not to any  particular section hereof.         2.    Agreement to Guarantee. The New Guarantors hereby agree, jointly and  severally, to unconditionally guarantee the Issuer’s obligations under the Notes and the Indenture  on the terms and subject to the conditions set forth in the Indenture including but not limited to  ARTICLE X thereof.     





 






         3.    Notices. All notices or other communications to the Issuer and the New  Guarantors shall be given as provided in Section 12.02 of the Indenture.         4.    Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as  expressly contemplated hereby, the Indenture is in all respects ratified and confirmed and all the  terms, conditions and provisions thereof shall remain in full force and effect.         5.    Governing Law. THIS SIXTH SUPPLEMENTAL INDENTURE WILL BE  GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.         6     The Trustee. The Trustee shall not be responsible in any manner whatsoever for  or in respect of the validity or sufficiency of this Sixth Supplemental Indenture or for or in  respect of the recitals contained herein, all of which recitals are made solely by the New  Guarantors and the Issuer.         7.    Counterpart Originals. This Sixth Supplemental Indenture may be executed in any  number of counterparts and by the parties hereto in separate counterparts, each of which when so  executed will be deemed to be an original and all of which taken together will constitute one and  the same agreement. The exchange of copies of this Sixth Supplemental Indenture and of  signature pages by facsimile or electronic transmission shall constitute effective execution and  delivery of this Sixth Supplemental Indenture as to the parties hereto and may be used in lieu of  the original Sixth Supplemental Indenture for all purposes. Signatures of the parties hereto  transmitted by facsimile or electronic transmission shall be deemed to be their original signatures  for all purposes. The parties may sign any number of copies of this Sixth Supplemental  Indenture. Each signed copy will be an original, but all of them together represent the same  agreement.         8.    Headings, etc. The headings of the Articles and Sections of this Sixth  Supplemental Indenture have been inserted for convenience of reference only, are not to be  considered a part of this Sixth Supplemental Indenture and will in no way modify or restrict any  of the terms or provisions hereof.                             [Signatures on following page]                                         2   





 






         IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental  Indenture to be duly executed, as of the date first above written.                           SFE 1, LLC                          SFE 2, LLC                             By: /s/ J. Braxton Carter                                        Name: J. Braxton Carter                             Title: Executive Vice President and                                   Chief Financial Officer                                                                                                  [Sixth Supplemental Indenture] 





 






                T-MOBILE USA, INC.                  By: /s/ J. Braxton Carter                Name: J. Braxton Carter     Title: Executive Vice President and           Chief Financial Officer                  T-MOBILE US, INC.                  By: /s/ J. Braxton Carter                Name: J. Braxton Carter     Title: Executive Vice President and           Chief Financial Officer                       [Sixth Supplemental Indenture] 





 






                IBSV LLC   LAYER3 TV, INC.  L3TV CHICAGOLAND CABLE SYSTEM, LLC  L3TV COLORADO CABLE SYSTEM, LLC  L3TV DALLAS CABLE SYSTEM, LLC  L3TV DC CABLE SYSTEM, LLC  L3TV DETROIT CABLE SYSTEM, LLC  L3TV LOS ANGELES CABLE SYSTEM, LLC  L3TV MINNEAPOLIS CABLE SYSTEM, LLC  L3TV NEW YORK CABLE SYSTEM, LLC  L3TV PHILADELPHIA CABLE SYSTEM, LLC  L3TV SAN FRANCISCO CABLE SYSTEM, LLC  L3TV SEATTLE CABLE SYSTEM, LLC  METROPCS CALIFORNIA, LLC  METROPCS FLORIDA, LLC  METROPCS GEORGIA, LLC  METROPCS MASSACHUSETTS, LLC  METROPCS MICHIGAN, LLC  METROPCS NETWORKS CALIFORNIA, LLC  METROPCS NETWORKS FLORIDA, LLC  METROPCS NEVADA, LLC  METROPCS NEW YORK, LLC  METROPCS PENNSYLVANIA, LLC  METROPCS TEXAS, LLC  PUSHSPRING, INC.  T-MOBILE CENTRAL LLC   T-MOBILE FINANCIAL LLC  T-MOBILE LEASING LLC   T-MOBILE LICENSE LLC   T-MOBILE NORTHEAST LLC   T-MOBILE PCS HOLDINGS LLC    T-MOBILE PUERTO RICO HOLDINGS LLC    T-MOBILE PUERTO RICO LLC   T-MOBILE RESOURCES CORPORATION    T-MOBILE SOUTH LLC   T-MOBILE SUBSIDIARY IV LLC  T-MOBILE WEST LLC   THEORY MOBILE, INC.      By: /s/ J. Braxton Carter                Name: J. Braxton Carter     Title: Authorized Person                [Sixth Supplemental Indenture] 





 






                SPRINT CORPORATION, a Delaware corporation  SPRINT COMMUNICATIONS, INC.  SPRINT CAPITAL CORPORATION  ALDA WIRELESS HOLDINGS, LLC  AMERICAN TELECASTING DEVELOPMENT, LLC  AMERICAN TELECASTING OF ANCHORAGE, LLC  AMERICAN TELECASTING OF COLUMBUS, LLC  AMERICAN TELECASTING OF DENVER, LLC  AMERICAN TELECASTING OF FORT MYERS, LLC  AMERICAN TELECASTING OF FT. COLLINS, LLC  AMERICAN TELECASTING OF GREEN BAY, LLC  AMERICAN TELECASTING OF LANSING, LLC  AMERICAN TELECASTING OF LINCOLN, LLC  AMERICAN TELECASTING OF LITTLE ROCK, LLC  AMERICAN TELECASTING OF LOUISVILLE, LLC  AMERICAN TELECASTING OF MEDFORD, LLC  AMERICAN TELECASTING OF MICHIANA, LLC  AMERICAN TELECASTING OF MONTEREY, LLC  AMERICAN TELECASTING OF REDDING, LLC  AMERICAN TELECASTING OF SANTA BARBARA, LLC  AMERICAN TELECASTING OF SEATTLE, LLC  AMERICAN TELECASTING OF SHERIDAN, LLC  AMERICAN TELECASTING OF YUBA CITY, LLC  APC REALTY AND EQUIPMENT COMPANY, LLC  ASSURANCE WIRELESS OF SOUTH CAROLINA, LLC  ASSURANCE WIRELESS USA, L.P.  ATI SUB, LLC  BOOST WORLDWIDE, LLC  BROADCAST CABLE, LLC  CLEAR WIRELESS LLC  CLEARWIRE COMMUNICATIONS LLC  CLEARWIRE CORPORATION  CLEARWIRE HAWAII PARTNERS SPECTRUM, LLC   CLEARWIRE IP HOLDINGS LLC  CLEARWIRE LEGACY LLC  CLEARWIRE SPECTRUM HOLDINGS II LLC   CLEARWIRE SPECTRUM HOLDINGS III LLC   CLEARWIRE SPECTRUM HOLDINGS LLC   CLEARWIRE XOHM LLC      By: /s/ J. Braxton Carter                Name: J. Braxton Carter     Title: Executive Vice President and           Chief Financial Officer                                              [Sixth Supplemental Indenture] 





 






                FIXED WIRELESS HOLDINGS, LLC  FRESNO MMDS ASSOCIATES, LLC  INDEPENDENT WIRELESS ONE LEASED REALTY CORPORATION  KENNEWICK LICENSING, LLC  MINORCO, LLC  NEXTEL COMMUNICATIONS OF THE MID-ATLANTIC, INC.  NEXTEL OF NEW YORK, INC.  NEXTEL RETAIL STORES, LLC  NEXTEL SOUTH CORP.  NEXTEL SYSTEMS, LLC  NEXTEL WEST CORP.  NSAC, LLC  PCTV GOLD II, LLC  PCTV SUB, LLC  PEOPLE’S CHOICE TV OF HOUSTON, LLC  PEOPLE’S CHOICE TV OF ST. LOUIS, LLC  PRWIRELESS PR, LLC  SIHI NEW ZEALAND HOLDCO, INC.  SN HOLDINGS (BR I) LLC  SN UHC 1, INC.  SN UHC 3, INC.  SN UHC 4, INC.  SPEEDCHOICE OF DETROIT, LLC  SPEEDCHOICE OF PHOENIX, LLC  SPRINT (BAY AREA), LLC  SPRINT COMMUNICATIONS COMPANY L.P.  SPRINT COMMUNICATIONS COMPANY OF NEW HAMPSHIRE, INC.   SPRINT COMMUNICATIONS COMPANY OF VIRGINIA, INC.  SPRINT CONNECT LLC  SPRINT CORPORATION, a Kansas corporation  SPRINT CORPORATION, a Missouri corporation  SPRINT EBUSINESS, INC.  SPRINT ENTERPRISE MOBILITY, LLC  SPRINT ENTERPRISE NETWORK SERVICES, INC.      By: /s/ J. Braxton Carter                Name: J. Braxton Carter     Title: Executive Vice President and           Chief Financial Officer                                              [Sixth Supplemental Indenture] 





 






                SPRINT EWIRELESS, INC.  SPRINT HOLDCO, LLC  SPRINT INTERNATIONAL COMMUNICATIONS CORPORATION  SPRINT INTERNATIONAL HOLDING, INC.  SPRINT INTERNATIONAL INCORPORATED  SPRINT INTERNATIONAL NETWORK COMPANY LLC  SPRINT PCS ASSETS, L.L.C.  SPRINT SOLUTIONS, INC.  SPRINT SPECTRUM HOLDING COMPANY, LLC  SPRINT SPECTRUM REALTY COMPANY, LLC  SPRINT/UNITED MANAGEMENT COMPANY  SWV SIX, INC.  TDI ACQUISITION SUB, LLC  TRANSWORLD TELECOM II, LLC  US TELECOM, INC.  USST OF TEXAS, INC.  UTELCOM LLC  VIRGIN MOBILE USA – EVOLUTION, LLC  VMU GP, LLC  WBS OF AMERICA, LLC  WBS OF SACRAMENTO, LLC  WBSY LICENSING, LLC  WCOF, LLC  WIRELESS BROADBAND SERVICES OF AMERICA, L.L.C.  WIRELINE LEASING CO., INC.      By: /s/ J. Braxton Carter                Name: J. Braxton Carter     Title: Executive Vice President and           Chief Financial Officer                [Sixth Supplemental Indenture] 





 






                                              SPRINTCOM, INC.  SPRINT SPECTRUM L.P.      By: /s/ David A. Miller                  Name: David A. Miller     Title: Executive Vice President,            General Counsel and Secretary                                           [Sixth Supplemental Indenture] 





 






                DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee     By: /s/ Jeffrey Schoenfeld               Name: Jeffrey Schoenfeld     Title: Vice President     By: /s/ Debra A. Schwalb                 Name: Debra A. Schwalb     Title: Vice President           [Sixth Supplemental Indenture] 





 






                                     Schedule I                           Entity                              Jurisdiction of                                                              Organization  SFE 1, LLC                                                    Delaware  SFE 2, LLC                                                    Delaware